1 08 section 8 apr08 one envelope (rev 24sep08)

The Contractor shall be responsible for keeping a logincluding the following information of all Subcontractors engaged in theWorks: a Name and address; b Date of subcontract; c Scope of

Section 8 - Particular Conditions of Contract

The following Particular Conditions of Contract (PCC) shall supplement the General Conditions of

Contract (GCC) Whenever there is a conflict, the provisions herein shall prevail over those in the GCC

Part A - Contract Data

Employer’s name and address 1.1.2.2 & 1.3 Vietnam Expressway Corporation

Tang 5, Xom 2, Phuong Linh Nam, Quan Hoang Mai, Hanoi, Vietnam Vietnam

Expressway Corporation Xom 2 – Phuong Linh Nam, Quan Hoang Mai, Hanoi, Viet Nam

Engineer’s name and address 1.1.2.4 & 1.3 To be notified

Borrower’s name 1.1.2.12 Socialist Republic of Viet Nam

Time for Completion 1.1.3.3 40 months1281 days

Defects Notification Period 1.1.3.7 730730 days.

Electronic transmission systems 1.3 Not applicable

Governing Law 1.4 The law of the Socialist Republic of Viet Nam

Language for communications 1.4 English

Time for access to the Site 2.1 30 days after Commencement Date

Engineer’s Duties and Authority 3.1(b)(ii) Variations resulting in an increase of the Accepted

Contract Amount shall require approval of the EmployerVariations resulting in an increase of the Accepted Contract Amount shall require approval of the Employer Employer’s approval is required for the issue of:

Any single Variation resulting in an increase in excess of 0.1% of the Accepted Contract Amount

Any Variation issued after the aggregate of such Variations has reached 2% of the Accepted Contract Amount.

Performance Security 4.2 The performance security will be in the form of an

unconditional bank guarantee in the amount(s) of 10 percent of the Contract Price.

Normal working hours 6.5 7 am – 6 pm Monday to Saturday

Delay damages for the Works 8.7 & 14.15(b) 0.0 5 % of the final Contract Price per day, in the

currencies and proportions in which the Contract Price

is payable.

Maximum amount of delay damages 8.7 10 % of the final Contract Price.

Provisional Sums 13.5.(b)(ii).(b) (ii) To perform and get payment for the provisional Sums, the

Contractor must prepare a proposal to submit to the Consultant and the Employer for approval.Sum for overhead charges and profit 10 %Refer to clause 13.5

in Section 7 – General Conditions of Contract.

Adjustments for Changes in Cost;

Table(s) of Adjustment Data

13.8 Period “n” applicable to the adjustment multiplier “Pn”: one

(1) month

Total advance payment 14.2 10 % Percentage of the Accepted Contract Amount

payable in the currencies and proportions in which the Accepted Contract Amount is payable

Repayment amortization of advance

payment

14.2(b) 20 % of amount of Interim Payment Certificates

Percentage of Retention 14.3 3 % of the Accepted Contract Amount10 %

Limit of Retention Money 14.3 5 % of the Accepted Contract Amount

Plant and Materials 14.5(b)(i) Not applicable

14.5(c)(i) Plant and Materials for payment when delivered to Site:

5 Pre-cast units and bridge beams

Minimum Amount of Interim Payment

Certificates

14.6 1 0.5 %VND 105,000,000,000.00 (510 billion Vietnam

Dong) equivalent of the Accepted Contract Amount.

Maximum total liability of the Contractor

Maximum amount of deductibles for

insurance of the Employer's risks

18.2(d) -Insurance for natural Disaster and faulty design,

VND 50.000.000 (50 million Vietnam Dong) per damage

18.3 - VND 20.000.000.000 (20 billion Vietnam Dong) per

damage or loss (but no limit to the number of damages

or losses)VND 30 billion

Date by which the DAB shall be

appointed

20.2 2842 days after the Commencement Date

The DAB shall be comprised of 20.2 Three Members

List of potential DB sole members 20.2 None

Appointment (if not agreed) to be

made by

20.3 Chairman of Vietnam Construction Association

Location and rules of arbitration 20.6 Arbitration shall be carried out in Vietnam under the

Rrules of Arbitration of theconciliation and arbitration prepared by the International Chamber of Commerce

Summary of Sections of the Works

Section Name/Description (Sub-Clause 1.1.5.6)

Time for Completion (Sub-Clause 1.1.3.3)

Damages for Delay (Sub-Clause 8.7)

Part B - Specific Provisions

1.4 Law and Language Add new final paragraph:

The English language and the metric system of weights and measuresshall be used in all correspondence and matters relating to the Contract.For the convenience of the Employer, all official correspondencebetween the Contractor and Employer should have a Vietnamesetranslation attached The Contractor's representative(s) should be able

to speak and understand English sufficiently well to be able to clearlymake themselves understood by the Engineer, and in turn be able toclearly understand him

2.2 Permits, Licenses or

The Contractor including his appointed agent shall, however, be solelyresponsible for obtaining and completion of clearance through theCustoms of the Contractor's Equipment, materials and other thingsrequired for the Works, and for obtaining of the Government's consent

to and for completion of the re-export of the Contractor's Equipment

3.1 Engineer’s Duties and

Authority Add new paragraphs after the final paragraphs:Neither the Engineer, nor his agents or servants, is liable to the parties

or either of them or to any third party or stranger for anything done oromitted by him under this Agreement The parties release andindemnify the Engineer, and his agents or servants, from and againstany claims, including (without limitation) negligence (but excludingactual fraud), in the course of discharging his obligations under theContract

No officer of the Employer or the Engineer or the Engineer’sRepresentative or any of their respective staff or employees shall be inany way personally bound or liable for the acts or obligations of theEmployer under the Contract or answerable for any default or omission

or performance of any acts, matters or things which are hereincontained

4.1 Contractor’s General

Obligations Add new fifth paragraph:The Contractor shall promptly notify the Employer and the Engineer of

any error, omission, fault or other defect in the design of or Specificationfor the Works which he discovers when reviewing the Contract orexecuting the Works

4.3 Contractor’s

Representative Add new final paragraph:The Contractor’s authorised representative shall have the authority to

make decisions and negotiate on behalf of the Contractor Anappropriate notarized power of attorney or other form of appointmentacceptable to the Engineer shall be provided upon appointment of theContractor’s authorised representative

4.4 Subcontracting Add new paragraphs after the final paragraph:

In the event of approved subcontracting, the Contractor shall ensurethat the total subcontracted amount shall be less than fifty percent

(50%) of the total Contract Price, and that it is not allowed for theSubcontractors to further sub-let their subcontracts Except whereotherwise provided by the Contract the Contractor shall not subcontractany part of the Works without the prior approval of the Employer andsuch approval if given shall not relieve the Contractor from any liability

or obligation under the Contract, particularly in respect of the provision

of superintendence in accordance with Sub-Clause 6.8[Contractor’sSuperintendence] The Contractor shall be responsible for keeping a logincluding the following information of all Subcontractors engaged in theWorks:

(a) Name and address;

(b) Date of subcontract;

(c) Scope of work covered in the subcontract;

(d) Commencement date of the work(s) subcontracted;

(e) Completion date of the work(s) subcontracted;

(f) Value of the subcontract;

(g) Terms and conditions of payments;

(h) Details of labor, temporary works and Subcontractor'sequipment; and

(i) Progress of the work(s) subcontracted

The Contractor shall furnish a copy of the above log to the Engineer andthe Employer on monthly basis”

The Contractor shall, when seeking consent to subcontract part of theWorks provide the Engineer with the following:

(a) details of the value of the subcontract;

(b) evidence to confirm that the proposed Subcontractor:

(i) is experienced and competent in the relevant workproposed to be subcontracted; and

(ii) is properly registered or licensed to undertake thework; and

(c) such other information as the Engineer may reasonablyrequire

The drawings, lines, levels and profiles in the Bidding Documents shall

be treated as baseline information and the Contractor shall, without anyadditional cost and time, be responsible for verifications, surveys,preparation of revised drawings and obtaining approval of the Engineerbefore he starts any works

The Contractor shall also be responsible for the verification of thesurvey control points, benchmarks and such other information provided

to him, and any errors or delays in the Works caused by theContractor's failure to verify the accuracy for such data will not be anacceptable cause for extension of time and additional cost to theEmployer

If at any time during the execution of the Works, the position or level ofany point of reference as established and provided by the Employer isdisturbed, the Contractor shall at his own cost restore the point to itsoriginal state This work shall be carried out by a surveyor approved by

the Engineer.

4.8 Safety Procedure Add sub paragraph (f) below the paragraph (e);

(f) The contractor shall use explosives only when the nature of thework to be done so requires them In such case, in addition tocomplying with the legal requirements attending the purchase,transport, storage and handling of explosives the Contractor shall, whenengaged in blasting operations:

(i) post sufficient warning flagmen to the satisfaction of theEngineer, and

(ii) maintain full liaison with and inform well in advance andobtain such permission as is required from all Governmentauthorities, public bodies and private parties whatsoeverconcerned or affected by the blasting operations, and (iii) take all reasonable steps to prevent damage to adjacentproperty

The Contractor shall pay all license fees and charges of whatsoeverkind relating to the use of explosives

4.10 Site Data Insert following after the first paragraph:

Data made available by the Employer in accordance with the precedingparagraph shall be deemed to include data listed elsewhere in thecontract as open for inspection at the address stipulated in the Contract.The Employer does not warrant, guarantee or make any representationabout the accuracy, adequacy or completeness of such information ordata made available to the Contractor

Insert the following after fourth paragraphThe Contractor acknowledges that such information or data does notform part of the Contract; and to the extent permitted by law, theEmployer will not be liable upon any Claim by the Contractor arising out

of or in connection with that information or data or its completeness

Insert the following after final paragraph:

The Contractor:

(a) warrants that he did not in any way rely upon:

(i) any information, data, representation, statement ordocument made by or provided to the Contractor by theEmployer; or

(ii) the accuracy, adequacy or completeness of suchinformation, data, representation, statement or document,for the purpose of entering into the Contract;

(b) warrants that he enters into this Contract based on his owninvestigations, interpretations, deductions, information and

determinations including everything referred to in Sub-Clause 4.10; and(c) acknowledges that he is aware that the Employer has entered intothe Contract relying upon the warranties in this Sub-Clause 4.10.

4.11 Sufficiency of the

Accepted Contract

Amount

Add new paragraphs after the final paragraph:

Work and materials of a minor nature not expressly mentioned in theContract but which are necessary for the satisfactory completion andperformance of the Works:

(a) shall be supplied and executed by the Contractor without adjustment

to the Contract Price;

(b) shall not constitute a variation; and(c) shall not entitle the Contractor to make a Claim

4.12 Unforeseeable

Physical Conditions

Add new paragraphs after the final paragraph:

The Contractor shall, within fourteen (14) days of becoming aware ofthe obstruction or condition, give notice thereof to the Engineer, with acopy to the Employer, together with details of:

(a) the physical conditions encountered and in what respects they differmaterially from those which a competent and experienced contractorshould reasonably have expected if he had done those things which theContractor is deemed to have done under the Contract;

(b) the additional work and additional resources which the Contractorestimates to be necessary to deal with the physical conditions;

(c) the time the Contractor anticipates will be required to deal with thephysical conditions and the expected delay in achieving completion ofthe Works; and

(d) the Contractor's estimate of the cost of measures necessary to dealwith the physical conditions

The Contractor shall take all reasonable measures necessary tomitigate the consequences and effects of the obstructions or conditionsincluding compliance with all instructions issued by the Engineerrelating to the obstructions or conditions

4.18 Protection of the

The Contractor shall comply with all applicable national, provincial andlocal environmental laws and regulations

The Contractor shall (a) establish an operational system for managingenvironmental impacts, (b) carry out all of the monitoring and mitigationmeasures set forth in the Environmental Impact Assessment and theEnvironmental Management Action Plan attached hereto as Appendix

A, and (c) allocate the budget required to ensure that such measuresare carried out The Contractor shall submit quarterly reports on thecarrying out of such measures to the Employer

If the Contractor fails to comply with the above requirements in areasonable manner, the Engineer shall order a third party to rectify theshortcomings and shall recover the cost of such works from theContractor

If the Contractor fails to comply with the above requirements, within areasonable time, a date may be fixed by (or on behalf of) the Employer,for which the shortcomings are to be rectified The Contractor shall begiven reasonable notice of this date

If the Contractor fails to comply with the above requirements in areasonable manner, the Engineer shall order a third party to rectify theshortcomings and shall recover the cost of such works from theContractor

4.21 Progress Reports Add the following as subparagraph to Sub-Clause 6.44.21:

“(i) monitoring of the obligations in Sub-Clauses 4.18, 6.4, 6.7, and6.21”

Add new final paragraph:

In addition to monthly reporting, the Contractor shall supply, in a formagreed with the Engineer, all records that may be required by theEngineer relating to dates and details of all engineering operations,rainfall, temperature and other weather conditions, river levels, and a

daily return showing in detail by trades the staff, the number of men

employed, the work on which they are engaged, the plant on site, thehours worked and any other particulars in relation thereto that theEngineer may additionally require

The Contractor shall take the Site in the condition in which it is handedover The Contractor shall be entirely responsible for the removal, anddisposal, as necessary of all buildings, materials, debris etc from thesite

Unless otherwise specified in the Contract and subject to the provisions

of Sub-Clause 4.24 of these Conditions, all materials, plant, equipment,fixtures and other things salvaged from the site or from the Works shallbecome the property of the Contractor.”

6.4 Labour Laws Add the following as subparagraphs to Sub-Clause 6.4:

The Contractor shall not make employment decisions based onpersonal characteristics unrelated to job requirements The Contractorshall base the employment relationship upon equal opportunity and fairtreatment, and shall not discriminate with respect to aspects of theemployment relationship, including recruitment, hiring, compensation(including wages and benefits), working conditions and terms ofemployment or retirement, and discipline

The Contractor shall (a) provide equal wages and benefits to men andwomen for work of equal value or type; (b) provide safe workingconditions, and water and separate sanitation facilities for male andfemale workers; (c) provide equal wages to male and female workersfor work of equal value; and (d) provide day care services for femaleconstruction workers

The Contractor is at liberty to propose the carrying out of works duringthe night and on locally recognised days off rest and the Engineer willnot withhold permission provided that he is satisfied with theContractor's arrangements for compliance with Clause 4.18 of theseConditions and other relevant requirements of the Contract Documents.All work at night shall be carried out without unreasonable noise anddisturbance

The Contractor shall indemnify the Employer from and against anyliability for damages on account of noise or other disturbance createdwhile or in carrying out the work and from and against all claims,

demands, proceedings, costs, charges and expenses whatsoever inregard or in relation to such liability.

If the Engineer gives permission for night, day of rest, or official holidayworks under the conditions prescribed above then the Contractor shall

be liable for all related additional supervision costs incurred by theEmployer or the Engineer

6.7 Health and Safety Add the following as subparagraph to Sub-Clause 6.7:

The Contractor shall conduct health and safety programs for workersemployed on the project, and shall carry out the HIV, Illicit Drugs, andHuman Trafficking Prevention Program in the construction campsiteswith such Program being held in coordination with Viet Nam’s programsand other initiatives

Add new final paragraph:

The Contractor shall report in writing to the Engineer, within 24 hours,the details of any accident whether on-site or off-site in which theContractor, his personnel or Construction plant, or those of hisSubcontractors are directly or indirectly involved In the case of injury,fatality or serious accident, the Contractor shall immediately verballynotify the Engineer verbally and in addition notify the appropriateauthorities Such initial notification shall be followed by a writtencomprehensive report within 24 hours of the accident

6.21 Prohibition of

Harmful Child Labor Delete Sub-Clause 6.21 and replace with the following Sub-Clause 6.21:

The Contractor shall not employ any child to perform any wordk “Child”means a child below the statutory minimum age of 15

7 Plant, Material and Workmanship

7.1 Manner of

Execution

Add the following subparagraph at the end of Sub-Clause 7.1The Contractor is encouraged to use Goods from sources within theCountry, to the extent practicable and reasonable

Unless otherwise specified or approved, all testing under this Contractshall be carried out in a laboratory which is registered with an authorityapproved by the Engineer for the sampling and testing required

The materials or work being tested will not be accepted by the Engineer

as having passed the tests until the results of all tests relating to thatmaterial or work are satisfactory

The Contractor acknowledges that:

(a) in conducting or arranging for inspection and testing, the Engineer isunder no obligation or duty to assist the Contractor to identify all or anyerrors, omissions or defects in the materials or Plant;